1) Having qualifications conforms to the Public Limited Act, the Securities and Exchange Act, rules of the Securities and Exchange Commission, rules of the Stock Exchange of Thailand and the corporate governance principles of the Company; 2) Having diversified knowledge, capabilities and experiences on various professional fields which shall be beneficial and can add value to the Company; 3) Having characteristics which support and promote the corporate governance operations to strengthen value to the Company, performing duties with accountability, care and loyalty and can fully devote times for the Company. The selection and appointment of the director shall be based on the as per method specified in articles of associations of the Company and the directors who have been appointed are required to have an approval from the shareholders’ meeting. Resolution of the shareholders’ meeting shall be made by a majority of votes of the shareholders who present and have the voting rights. 1). The Company’s Board of Directors shall consist of at least 5 directors, who have been appointed by the shareholders’ meeting and not less than one half of total directors must reside in the kingdom. 2). The shareholders’ meeting shall elect the directors pursuant to the following criteria and methods: (1) Each shareholder shall have a number of votes equal to the number of shares held. (2) Each shareholder may exercise all the votes he/she has to elect one or several persons as director or directors. If several persons are to be elected as directors, the shareholder may not allot his/her votes to any person in any number. (3) The candidates who have the highest votes in descending orders shall be appointed as the directors until all of the director positions are filled. In case the votes for candidates in descending order are tied, which would make the number of directors to be exceeded, the Chairman is entitled to a casting vote. 3). During every annual general meeting, at least one-third of directors shall retire. If the number of directors is not a multiple of three, then the number of directors closest to one-third shall retire. The directors who shall retire in the first and the second year after the registration of the Company shall be selected by drawing lot, and for subsequently years, the longest serving directors shall be retired. A retired director may be re-appointed. 4) Any director who shall resign from directorship position shall submit a resignation letter to the Company and such resignation shall be effective from the date such letter arrives at the Company. The resigned director under paragraph one may inform his or her resignation to the registrar under the Public Company Act. 5) In case of vacancy of director’s position due to reasons other than by retirement in due course, the Board of Directors may appoint a person who is qualified and does not possess any prohibited qualifications specified in the Public Limited Act and laws on securities and exchange to be the director in the next Board of Directors’ meeting. Except in a case where the remaining term of a director is less than 2 months, then the term of the newly appointed director shall expire at the same time as the director he/she substitutes. The resolution of the Board of Directors under paragraph one shall consist of votes not less than three fourths of the remaining directors. 6) The shareholders’ meeting may have a resolution to remove any director prior to expiration of his or her term with the votes not less than three fourths of votes of shareholders present at the meeting and have the voting right which must have accumulated shares not less than one half of total shares of the shareholders present at the meeting and have the voting right.
Structure and Components of the Committees The Board of Directors shall arrange to have the appropriated number of directors with the size of business. At present, there are 7 directors, comprising of 4 non-executive directors and 3 executive directors. Of all total number of directors, the Company has 3 Independent Directors.
• The Independent Director The Company prescribes that at least one third of total members of the Board of Directors shall be the Independent Directors. The Board of Directors or the shareholders’ meeting, as the case may be, shall appoint the Independent Director to be members of the Board of Directors. One thirds of the Board of Directors and at least 3 members must be the Independent Directors.
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Annual Report 2556
Universal Adsorbents & Chemicals Public Company Limited